The Securities and Exchange Commission (“SEC”) recently published proposed amendments to Form ADV and certain other rules promulgated under the Investment Advisers Act of 1940, as amended (the “Advisers Act”).¹

The proposed amendments (a) would require investment advisers to provide additional information on their separately managed account (“SMA”) businesses,² (b) would request additional information relating to an adviser’s identity, its advisory business and its financial industry affiliations and (c) would codify previous guidance on umbrella registration, which allows a group of related advisers to register as a single private fund advisory business under a single Form ADV. The SEC also proposed certain clarifying, technical and other amendments to Form ADV and the rules of the Advisers Act.

The SEC’s proposal also would amend Rule 204-2 of the Advisers Act (the “Books and Records Rule”). The proposed amendments would require advisers to maintain (a) records for any performance-related communication distributed to any person and (b) originals of all written communications received and copies of all written communications sent by an adviser relating to performance and rates of return of any managed accounts or securities recommendations.

Comments to the SEC’s proposed amendments are due 60 days after the proposals are published in the Federal Register.

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¹ See “Amendments to Form ADV and Investment Advisers Act Rules”, Release No. IA-4091 (May 20, 2015).

See also Appendices A, B, C and D to the proposed amendments.

² Under the proposed amendments, all advisers would be required to make public disclosures about their SMAs based on their regulatory assets under management (“RAUM”). Advisers with $150 million of RAUM or more would need to disclose the numbers of SMAs corresponding to certain gross notional exposure ranges and weighted average amounts of borrowings on an annual basis, and for advisers with more than $10 billion of RAUM, those advisers would have the additional burden of disclosing average derivative exposure over six types of derivatives and would need to disclose that information and the other information previously described for two different periods on an annual basis.

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If you have any questions regarding the matters covered in this memo, please contact any of the partners and counsel listed below or your primary attorney in Seward & Kissel’s Investment Management Group.